SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarter ended September 30, 1994 Commission file No. 1-10585
CHURCH & DWIGHT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 13-4996950
(State of incorporation) (I.R.S. Employer Identification No.)
469 North Harrison Street, Princeton, N.J. 08543-5297
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (609) 683-5900
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
As of October 28, 1994, there were 19,546,835 shares of Common Stock
outstanding.
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PART I - FINANCIAL INFORMATION
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
<S> <C> <C> <C> <C>
September 30, October 1, September 30, October 1,
(In thousands, except 1994 1993* 1994 1993*
per share data)
Net Sales $132,581 $129,183 $374,748 $383,388
Cost of sales 72,458 69,206 209,507 203,389
Gross profit 60,123 59,977 165,241 179,999
Selling, general and
administrative expenses 57,422 46,677 152,357 151,500
Restructuring charge (Note 6) 5,343 - 5,343 -
Income/(loss) from Operations (2,642) 13,300 7,541 28,499
Investment income 199 233 563 787
Gain on disposal of product
lines 103 1,555 308 1,763
Other income/(expense) (154) 149 (40) 423
Interest expense 325 28 593 157
Equity in joint venture income 2,041 1,312 5,856 5,255
Income/(loss) before taxes and
cumulative effect of changes
in accounting principles (778) 16,521 13,635 36,570
Income taxes (519) 6,827 5,087 14,307
Income/(loss) before
cumulative effect of changes
in accounting principles (259) 9,694 8,548 22,263
Cumulative effect of changes in
accounting principles (net of
income tax effect): (Note 4)
Accrual of postretirement
benefits - - - (5,647)
Accrual of postemployment
benefits - - - (533)
Accounting for income taxes - - - 2,980
Net Income/(loss) (259) 9,694 8,548 19,063
Retained earnings at beginning
of period 174,890 157,948 170,434 152,640
174,631 167,642 178,982 171,703
Dividends paid 2,149 2,223 6,500 6,284
Retained earnings at end of
period $172,482 $165,419 $172,482 $165,419
Weighted average shares
outstanding 19,536 20,210 19,760 20,271
Earnings Per Share: (Note 7)
Income/(loss) before cumulative
effect of changes in accounting
principles ($.01) $.48 $.43 $1.10
Cumulative effect of changes
in accounting principles:
Accrual of postretirement
benefits - - - (.28)
Accrual of postemployment
benefits - - - (.03)
Accounting for income taxes - - - .15
Net income/(loss) per share ($.01) $.48 $.43 $.94
* Restated as discussed in Notes 4 and 5.
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CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
</TABLE>
<TABLE>
<CAPTION>
<C> <C>
September 30, December 31,
1994 1993
(Dollars in thousands) (Unaudited)
Assets
Current Assets
Cash and cash equivalents $6,122 $5,581
Short-term investments 1,000 4,000
Accounts receivable 51,232 42,340
Inventories (Note 2) 61,643 52,739
Income taxes receivable - 3,010
Deferred income taxes 10,018 11,149
Prepaid expenses 5,654 4,634
Total Current Assets 135,669 123,453
Property, Plant and Equipment (Note 3) 134,715 122,195
Note Receivable from Joint Venture 11,000 11,000
Equity Investment in Joint Venture 14,983 16,557
Long-Term Supply Contracts 4,598 4,929
Intangibles, principally Goodwill 3,556 3,607
Total Assets $304,521 $281,741
Liabilities and Stockholders' Equity
Current Liabilities
Short-term borrowings $24,510 $2,000
Accounts payable and accrued expenses 77,762 66,812
Income taxes payable 2,382 -
Total Current Liabilities 104,654 68,812
Long-Term Debt 7,500 7,644
Deferred Income Taxes 19,201 22,530
Deferred Income 441 749
Deferred Liabilities 1,267 1,282
Nonpension Postretirement
and Postemployment Benefits 12,430 11,357
Stockholders' Equity
Preferred Stock - $1 par value
Authorized 2,500,000 shares, none issued - -
Common Stock - $1 par value
Authorized 100,000,000 shares,
issued 23,330,494 shares 23,330 23,330
Additional paid-in capital 32,774 32,100
Retained earnings 172,482 170,434
Cumulative translation adjustments (545) (494)
228,041 225,370
Less common stock in treasury, at cost -
3,788,325 shares in 1994 and
3,251,280 shares in 1993 69,013 56,003
Total Stockholders' Equity 159,028 169,367
Total Liabilities and Stockholders' Equity $304,521 $281,741
</TABLE>
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CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
<S> <C> <C>
(Dollars in thousands) September 30, October 1,
1994 1993*
Cash Flow From Operating Activities
Net Income $8,548 $19,063
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 8,916 8,443
Provision for postretirement benefits 1,235 920
Deferred income taxes (2,204) 1,534
Equity in joint venture income (5,856) (5,255)
Cumulative effect of accounting changes - 3,200
(Gain) on asset disposals (308) (1,324)
Retirement of fixed assets 1,136 -
Other (250) 411
Change in assets and liabilities:
(Increase) in accounts receivable (8,814) (5,812)
(Increase) in inventories (8,900) (4,226)
(Increase)/Decrease in prepaid expenses (1,022) 120
Increase in accounts payable 10,748 2,416
Increase/(Decrease) in income taxes payable 5,410 (7,685)
Net Cash Provided By Operating Activities 8,639 11,805
Cash Flow From Investing Activities
Decrease in short-term investments 3,001 4,048
Additions to property, plant and equipment (21,546) (20,416)
Investment in subsidiary (625) (325)
Proceeds from asset disposals - 20
Distributions from joint venture 7,430 6,706
Net Cash Used In Investing Activities (11,740) (9,967)
Cash Flow From Financing Activities
Proceeds from short-term borrowing 22,510 -
Payment of cash dividends (6,500) (6,284)
Proceeds from sale of common stock 1,595 1,935
Proceeds from stock options exercised 669 773
Purchase of treasury stock (14,632) (9,907)
Net Cash Provided by (Used In) Financing Activities 3,642 (13,483)
Net Change In Cash and Cash Equivalents 541 (11,645)
Cash And Cash Equivalents At Beginning Of Year 5,581 14,046
Cash And Cash Equivalents At End Of Period $6,122 $2,401
* Restated as discussed in Notes 4 and 5.
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CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The consolidated balance sheet as of September 30, 1994, the
consolidated statements of income and retained earnings for the nine months
ended September 30, 1994 and October 1, 1993, and the consolidated statements
of cash flow for the nine months then ended have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flow at September 30, 1994 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 1993 annual
report to shareholders. The results of operations for the period ended
September 30, 1994 are not necessarily indicative of the operating results for
the full year.
</TABLE>
<TABLE>
<CAPTION>
2. Inventories consist of the following:
<S> <C> <C>
September 30, December 31,
1994 1993
(in thousands)
Raw materials and supplies $15,871 $12,690
Work in process 105 103
Finished goods 45,667 39,946
$61,643 $52,739
</TABLE>
<TABLE>
<CAPTION>
3. Property, Plant and Equipment consist of the following:
<S> <C> <C>
September 30, December 31,
1994 1993
(in thousands)
Land $3,102 $3,103
Buildings and improvements 57,384 54,125
Machinery and equipment 118,951 108,665
Office equipment and leasehold improvements 12,077 11,974
Mineral rights 5,020 3,145
196,534 181,012
Less accumulated depreciation and amortization 82,747 74,248
113,787 106,764
Construction in progress 20,928 15,431
Net Property, Plant and Equipment $134,715 $122,195
</TABLE>
4. Accounting Changes
The Company adopted three new accounting standards as of January 1, 1993.
Statement of Financial Accounting Standards No. 106 (SFAS 106), "Employers'
Accounting for Postretirement Benefits Other than Pensions" requires the
accrual of the estimated cost of postretirement benefits. The cost of these
benefits was previously expensed on a pay-as-you-go basis. Adoption of SFAS
106 resulted in an after-tax charge against earnings of $5.6 million or $.28
per share. Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes," changed the method by which companies account for deferred
income taxes, and its adoption resulted in an after-tax credit of $3.0 million
or $.15 per share.
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CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
During the fourth quarter of 1993, the Company elected to adopt, effective as
of January 1, 1993, the accounting provisions of Statement of Financial
Accounting Standards No. 112 (SFAS 112), "Employers' Accounting for
Postemployment Benefits". First quarter 1993 results have been restated to
reflect such adoption. This standard requires that the cost of benefits
provided to former or inactive employees be recognized on the accrual basis of
accounting. Previously, the Company recognized postemployment benefit costs
when paid. The cumulative effect of this change resulted in a charge against
earnings of $.5 million or $.03 per share. The combined effect of adopting the
three new accounting standards was a charge against earnings of $3.2 million,
or $.16 per share.
5. Investment in Joint Venture
In financial statements originally issued for periods prior to December 31,
1993, the Company had consolidated its proportionate share of each of the
individual assets, liabilities, revenues and expenses of the Armand Products
Company joint venture. In 1993, the Company restated its financial statements
to reflect the 50 percent interest in the joint venture on the equity method of
accounting for investments. This method reflects the Company's proportionate
share of the joint venture net profit as a single-line item, "Equity in joint
venture income," in the income statement. Similarly, the Company's investment
and cumulative share of profits less distributions received from the joint
venture is reflected as a single-line item, "Equity investment in joint
venture," in the Company's balance sheet. This change had no effect upon
stockholders' equity or the net income of the Company for any period.
Summarized income statement data for Armand Products Company is as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
<S> <C> <C> <C> <C>
September 30, October 1 September 30, October 1
(in thousands) 1994 1993 1994 1993
Net sales $11,420 $9,180 $34,244 $29,193
Gross profit 4,680 3,210 13,470 12,004
Net income 3,855 2,400 11,031 9,830
Company's share in net income 1,927 1,200 5,516 4,915
Elimination of Company's share of
intercompany interest expense 114 112 340 340
Equity in joint venture income $2,041 $1,312 $5,856 $5,255
</TABLE>
The financial information presented above is based upon the results of
operation of the Armand Products Company, a joint venture partnership. Product
and services are provided to the Armand Products Company by the joint venture
partners at cost. As a result, the above information would not be indicative
of the results of operations had the joint venture operated on a stand-alone
basis.
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CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. On September 28, the Company announced that third quarter and full-year
earnings would fall substantially short of expectations due to weakness in the
sales of existing businesses and the heavy financial burden of new product
introductions. As a result, management decided to trim operating costs
principally through the immediate layoff of 52 employees and the elimination of
a number of vacant positions that existed as of that date. These reductions
amounting to $4.0 million, together with the write-off of fixed assets of $1.3
million related to discontinued products resulted in a pre-tax charge of $5.3
million in the third quarter. It is anticipated that the charge related to the
work force reduction will be fully recognized through operating cash flows over
the ensuing twelve months.
7. Net income per share is computed based upon the weighted average number
of shares outstanding during the period. Common equivalent shares have not
been included as their effect is not material.
8. Officer Loan Guarantees
In accordance with a long-term compensation plan approved by the Board of
Directors, 70,000 shares of Company common stock were sold to senior officers
in the second quarter of 1994 at a price of $22.63 per share. In the second
quarter of 1993, the Company sold 60,000 shares of common stock to senior
officers at a price of $32.25 per share. The selling price in both cases was
the market price on the date of sale. These transactions, amounting to $1.6
million and $1.9 million, respectively, were financed by loans to the
individuals by financial institutions. These loans have been guaranteed by the
Company.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
For the quarter ended September 30, 1994, the Company sustained a net loss
of $.3 million or $.01 per share. This compares with net income of $9.7
million or $.48 per share for the third quarter of 1993. During this most
recent quarter, the Company took a pre-tax charge against earnings of $5.3
million or the equivalent of $.16 per share relating to a restructuring charge.
This involved the immediate reduction of approximately 7% of the Company work
force, and the write-off of fixed assets relating to discontinued products.
For the first nine months of 1994, net income was $8.5 million or $.43 per
share as compared with net income of $19.1 million or $.94 per share for the
first nine months of 1993. In the first quarter of 1993, the Company adopted
three new accounting standards; Statement of Financial Accounting Standards No.
106, "Employers' Accounting for Postretirement Benefits Other than Pensions,"
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" and Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits". The effect of adopting the new
accounting standards was a net charge against earnings of $3.2 million or $.16
per share.
Net sales in the third quarter amounted to $132.6 million, a 2.6% increase
versus a year ago. Volume gains of ARM & HAMMER(registered trademark) Powder
Laundry Detergent, the newly introduced ARM & HAMMER Deodorant Anti-Perspirant
and international sales of ARM & HAMMER DENTAL CARE(registered trademark) were
responsible for the higher sales during the quarter. These gains were
partially offset by lower domestic unit volume of ARM & HAMMER DENTAL CARE, ARM
& HAMMER Liquid Laundry Detergent and the reduced price strategy implemented in
late 1993 on ARM & HAMMER Powder Laundry Detergent. Specialty Product sales
were essentially unchanged from the same period of a year ago.
Net sales for the first nine months of 1994 were $374.7 million,
representing a 2.3 percent decline from a year ago. This is primarily due to
lower domestic unit volume of ARM & HAMMER DENTAL CARE, ARM & HAMMER Liquid
Laundry Detergent, and the price reduction on ARM & HAMMER Powder Laundry
Detergent, partially offset by volume associated with ARM & HAMMER Deodorant
Anti-Perspirant, ARM & HAMMER Powder Laundry Detergent, and sales of
ARM & HAMMER DENTAL CARE internationally. The Specialty Products Division net
sales were slightly lower than in 1993, as a result of lower unit volume of
MEGALAC(registered trademark) Rumen Bypass Fat, somewhat offset by gains of
performance sodium bicarbonate.
The Company's gross margin was 45.3 percent in the third quarter and 44.1
percent for the first nine months of 1994. This compares with 46.4 percent and
46.9 percent in the corresponding quarter and nine months of last year. These
lower margins primarily resulted from the price reduction on ARM & HAMMER
Powder Laundry Detergent and lower volume of high margin ARM & HAMMER DENTAL
CARE.
Selling, general and administrative costs increased by $10.7 million and
$.9 million in the third quarter and for the first nine months of 1994,
respectively as compared with the same periods a year ago. The increase in
costs during the quarter was primarily the result of introductory advertising
and promotion for ARM & HAMMER Deodorant Anti-Perspirant. For the nine months,
introductory marketing support for ARM & HAMMER Deodorant Anti-Perspirant and
ARM & HAMMER DENTAL CARE in the U.K. were largely offset by lower advertising
and promotion for ARM & HAMMER DENTAL CARE domestically and ARM & HAMMER Carpet
Deodorizer.
Other Income/Expense
Investment income decreased in the current quarter and year-to-date as
compared to the corresponding periods of last year as a result of a decrease in
the amounts available for investment. Interest payments were higher in the
current quarter and year-to-date as compared to the same periods of last year
due to an increase in short-term borrowing.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
Restructuring Charge
On September 28, the Company announced that third quarter and full-year
earnings would fall substantially short of expectations due to weakness in the
sales of existing businesses and the heavy financial burden of new product
introductions. As a result, management decided to trim operating costs
principally through the immediate layoff of 52 employees and the elimination of
a number of vacant positions that existed as of that date. These reductions
amounting to $4.0 million, together with the write-off of fixed assets of $1.3
million related to discontinued products resulted in a pre-tax charge of $5.3
million in the third quarter. It is anticipated that the charge related to the
work force reduction will be fully recognized through operating cash flows over
the ensuing twelve months.
Income Taxes
The effective tax rate for the first nine months of 1994 was 37.3 percent,
down from 39.1 percent for the same period of 1993. This is primarily due to
tax benefits on foreign operating results which were recognized at higher
effective rates than the Company's domestic effective tax rate, and the effect
of permanent tax differences in relation to the current year's significantly
lower pre-tax income.
Liquidity and Capital Resources
The Company considers cash and short-term investments as the principal
measurement of its liquidity. At September 30, 1994, cash including cash
equivalents and short-term investments totaled $7.1 million as compared to $9.6
million at December 31, 1993.
During the first nine months of 1994, operating activities generated
positive cash flows of $8.6 million. The Company received $7.4 million in
distributions from its Armand Products joint venture, increased its short-term
borrowings by $22.5 million and received $1.6 million in connection with the
sale of Company stock to senior officers. Significant expenditures include
additions to property, plant and equipment of $21.5 million, the purchase of
676,000 shares of Company common stock for the treasury totaling $14.6 million
and the payment of cash dividends of $6.5 million.
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) (27) Financial Data Schedule.
(b) No reports on Form 8-K were filed for the three months ended
September 30, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHURCH & DWIGHT CO.,INC.
(REGISTRANT)
DATE: November 11, 1994 /s/Anthony P. Deasey
ANTHONY P. DEASEY
VICE PRESIDENT FINANCE
DATE: November 11, 1994 /s/Mark L. Stolp
MARK L. STOLP
CONTROLLER
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 6,122
<SECURITIES> 1,000
<RECEIVABLES> 52,153
<ALLOWANCES> 921
<INVENTORY> 61,643
<CURRENT-ASSETS> 135,669
<PP&E> 217,462
<DEPRECIATION> 82,747
<TOTAL-ASSETS> 304,521
<CURRENT-LIABILITIES> 104,654
<BONDS> 7,500
<COMMON> 23,330
0
0
<OTHER-SE> 135,698
<TOTAL-LIABILITY-AND-EQUITY> 304,521
<SALES> 374,748
<TOTAL-REVENUES> 374,748
<CGS> 209,507
<TOTAL-COSTS> 209,507
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 170
<INTEREST-EXPENSE> 593
<INCOME-PRETAX> 13,635
<INCOME-TAX> 5,087
<INCOME-CONTINUING> 8,548
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,548
<EPS-PRIMARY> .43
<EPS-DILUTED> .43
</TABLE>
